-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, j/LCT9l4JvzfZdqNVdnAbOulAynDHiKfoX6QvH1hAW1/iFlMC3dXF3ShvrQ9C6CM wxJ/vM7aBAwLVOD3jz5fIw== 0000950134-94-000887.txt : 19940811 0000950134-94-000887.hdr.sgml : 19940811 ACCESSION NUMBER: 0000950134-94-000887 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940810 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TURNER BROADCASTING SYSTEM INC CENTRAL INDEX KEY: 0000100240 STANDARD INDUSTRIAL CLASSIFICATION: 4833 IRS NUMBER: 580950695 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32143 FILM NUMBER: 94542580 BUSINESS ADDRESS: STREET 1: ONE CNN CENTER STREET 2: 100 INTERNATIONAL BLVD CITY: ATLANTA STATE: GA ZIP: 30303 BUSINESS PHONE: 4048271700 MAIL ADDRESS: STREET 1: P O BOX 105366 CITY: ATLANTA STATE: GA ZIP: 30348-5366 FORMER COMPANY: FORMER CONFORMED NAME: TURNER COMMUNICATIONS CORP DATE OF NAME CHANGE: 19791016 FORMER COMPANY: FORMER CONFORMED NAME: RICE BROADCASTING CO INC DATE OF NAME CHANGE: 19700909 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TCI COMMUNICATIONS INC CENTRAL INDEX KEY: 0000096903 STANDARD INDUSTRIAL CLASSIFICATION: 4841 IRS NUMBER: 840588868 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: TERRACE TOWER II STREET 2: 5619 DTC PKWY CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 3032675500 MAIL ADDRESS: STREET 1: TERRACE TOWER II STREET 2: 5619 DTC PKWY CITY: ENGLEWOOD STATE: CO ZIP: 80111 FORMER COMPANY: FORMER CONFORMED NAME: TELE COMMUNICATIONS INC DATE OF NAME CHANGE: 19920703 SC 13D/A 1 SCHEDULE 13 D, AMENDMENT NO. 21-FINAL 1 CUSIP No. 900262-502 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 21-FINAL)* TURNER BROADCASTING SYSTEM, INC. (Name of Issuer) Class B Common Stock, $.0625 per share par value (Title of Class of Securities) 900262-502 (CUSIP Number) Stephen M. Brett, Esq. Sr. Vice President and General Counsel Tele-Communications, Inc. 5619 DTC Parkway, Englewood, CO 80111 (303) 267-4800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 4, 1994 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b) (3) or (4), check the following box ( ). Check the following box if a fee is being paid with this statement ( ). (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) Page 1 of 5 Pages 2 CUSIP No. 900262-502 Page 2 of 5 Pages ________________________________________________________________________________ (1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons TELE-COMMUNICATIONS, INC. 84 - 588868 ________________________________________________________________________________ (2) Check the Appropriate Box if a Member of a Group (a) ( ) (b) ( ) ________________________________________________________________________________ (3) SEC Use Only ________________________________________________________________________________ (4) Source of Funds HC ________________________________________________________________________________ (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ( ) ________________________________________________________________________________ (6) Citizenship or Place of Organization Delaware ________________________________________________________________________________ Number of (7) Sole Voting Power 0 Shares Bene- _______________________________________________________________ ficially (8) Shared Voting Power 0 Shares Owned by _______________________________________________________________ Each Report- (9) Sole Dispositive Power 0 in Person _______________________________________________________________ With (10) Shared Dispositive Power 0 Shares ________________________________________________________________________________ (11) Aggregate Amount Beneficially Owned by Each Reporting Person 0 Shares ________________________________________________________________________________ (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares ( ) ________________________________________________________________________________ (13) Percent of Class Represented by Amount in Row (11) 0% ________________________________________________________________________________ (14) Type of Reporting Person AF 3 CUSIP No. 900262-502 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. 21-FINAL) Statement of TELE-COMMUNICATIONS, INC. Pursuant to Section 13(d) of the Securities Exchange Act of 1934 in respect of TURNER BROADCASTING SYSTEM, INC. (Commission File No. 0-9334) ________________________________________________ Tele-Communications, Inc., a Delaware corporation (Old TCI" or the "Reporting Person"), no longer being a mandated filer subject to Section 13(d) of the Act (see Item 2, below), having heretofore initially filed this Statement on June 15, 1987, and having subsequently amended it heretofore, all in paper format, does now hereby finally amend and restate the same as of the date hereof in electronic format: ITEM 1. Security and Issuer The class of equity securities to which this Statement relates is the Class B common stock, par value $.0625 per share (the "Class B Common Stock") issued by Turner Broadcasting System, Inc., a Georgia corporation (the "Issuer" or the "Company"), which has its principal executive offices at One CNN Center, Atlanta, Georgia 30348. This Statement also includes the following derivative securities: (a) shares of the Issuer's Class C Convertible Preferred Stock, each of which is presently convertible into six (6) shares of the Issuer's Class B Common Stock; and (b) Rights, if any, exercisable within 60 days, to acquire beneficial ownership of any of the Issuer's equity securities, by way of anti-dilution or pre-emptive or other privileges. ITEM 2. Identity and Background This Statement is being filed by the above named Reporting Person, a Delaware corporation, whose principal business address is shown on the cover page hereof. Said Reporting Person is principally engaged in the acquisition, development and operation of cable television systems, assets and programming interests. Page 3 of 5 Pages 4 CUSIP No. 900262-502 On August 4, 1994, at Special Meetings of Stockholders of, respectively, Tele-Communications, Inc. ("Old TCI"; Commission File No. 0-5550; I.R.S. Identification No. 84-588868) and Liberty Media Corporation ("LMC"), there was approved and adopted an Agreement and Plan of Merger, dated as of January 27, 1994, as amended, which provided for, among other things, the Business Combination of Old TCI and LMC resulting in their becoming wholly owned subsidiaries of TCI/Liberty Holding Company, which was renamed "Tele-Communications, Inc." (hereinafter sometimes referred to as "New TCI"), effective upon certain filings which occurred on August 4, 1994 (the "Effective Date"). The foregoing summary of the Business Combination is hereby qualified in its entirety by reference to the complete terms, provisions and conditions thereof set forth in the Proxy Statement of LMC and Old TCI and the Prospectus of TCI/Liberty Holding Company heretofore filed on June 23, 1994, by said parties as part of Registration Statement (No. 33-54263 on Form S-4), which, as amended, was ordered effective on June 28, 1994, and which are incorporated herein by reference and so filed herewith as Exhibit A. (See Item 7). As heretofore publicly disclosed, the mentioned Business Combination is to be treated as a "consolidation" wherein, although the direct or indirect legal title to certain programming interests and cable television assets of LMC and Old TCI remain unchanged, the beneficial ownership thereof now belongs to New TCI. New TCI is now a publicly held company subject to the informational requirements of the Securities Exchange Act of 1934 (the "Act") and will, commencing herewith, henceforth be a Reporting Person in respect of the securities of the Company beneficially owned by it. Old TCI and LMC are now no longer publicly held Reporting Persons under the Act, but each is now a wholly owned subsidiary of New TCI. This Final Amendment is being filed by the Reporting Person because it is no longer the beneficial owner of more than five percent of any of the securities referred to in Item 1. Information required to be disclosed in this Item 2 concerning each director and executive officer of the Reporting Person is no longer believed to be applicable hereto. ITEM 3. Source and Amount of Funds or Other Consideration Because the Reporting Person is no longer the beneficial owner of more than five percent of any of the securities referred to in Item 1, the information required to be disclosed by the Reporting Person in this Item 3 concerning the source and amount of funds or other consideration is no longer believed to be applicable hereto. ITEM 4. Purpose of Transaction Because the Reporting Person is no longer the beneficial owner of more than five percent of the securities referred to in Item 1, the information required to be disclosed in this Item 4 by the Reporting Person concerning any present plans or proposals which relate to securities of the Company, or would involve the Company, is no longer believed to be applicable hereto. Page 4 of 5 Pages 5 CUSIP No. 900262-502 ITEM 5. Interest in Securities of the Issuer (a) As described in Item 2, hereof, the Reporting Person presently beneficially owns none of the securities of the Company described in Item 1 hereof. (b) The Reporting Person has no power to vote or to direct the voting of the securities described in Item 1 that it legally, but not beneficially owns, nor has it the power to dispose of, or to direct the disposition of the securities described in Item 1. Said powers have now been transferred to New TCI (see Item 2). (c) No longer applicable. (d) There is no person that has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock now beneficially owned by New TCI, except its wholly owned subsidiary, the Reporting Person, and then only for the benefit of New TCI. (e) The date the Reporting Person ceased to be the beneficial owner of more than five percent of any class of securities described in Item 1 was August 4, 1994. ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer There are presently no contracts, arrangements, understandings or relationships among the Reporting Person and other persons with respect to the securities of the Company except for any, pursuant to which legal title to additional shares may be issued to its subsidiaries, and then only for the benefit of New TCI. ITEM 7. Material to be Filed as Exhibits A. Registration Statement on Form S-4, filed by TCI/Liberty Holding Company on June 23, 1994 and thereafter amended and ordered effective June 23, 1994, under Commission File No. 33-54263, which is hereby incorporated by this reference. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Date: August 5, 1994 TELE-COMMUNICATIONS, INC. By: /s/ STEPHEN M. BRETT Stephen M. Brett Sr. Vice President and General Counsel Page 5 of 5 Pages -----END PRIVACY-ENHANCED MESSAGE-----